Business Law Specialist, Frank Scott-Ashe, explores a recent High Court decision confirming that commercial motives alone do not make a request to inspect a company’s share register improper.To discuss any company or commercial law matter, call Frank on 01225 462871 or complete the Contact Form below. |
The High Court’s decision in Aviva plc v Litani LLC [2025] EWHC 3134 (Ch) provides timely clarification on a question that often concerns UK companies: when can a company refuse a request to inspect its register of members?
The case is particularly relevant for listed companies and private companies with a large retail shareholder base, as it confirms that commercially motivated approaches to shareholders are not improper in the absence of genuinely exploitative, abusive or unscrupulous conduct.
The Legal Framework: Access to the Register of Members
Under section 116 of the Companies Act 2006, any person has the right to inspect or obtain a copy of a company’s register of members, provided their request includes:
- their name and address;
- the purpose for which the information will be used; and
- confirmation whether the information will be disclosed to others.
A company is not obliged to comply automatically, and on an application to the court under section 117, the court may refuse the request if it believes the purpose is not a proper one.
However, the Act does not define what “proper purpose” means, leaving the issue to be developed through case law.
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The Facts of Aviva plc v Litani LLC
Litani LLC requested a copy of Aviva’s register of members. Its stated purpose included making an offer to purchase shares at a discount from certain retail shareholders.
Aviva objected and applied to the High Court for permission to refuse the request. It argued that:
- the proposal risked exploiting smaller shareholders, particularly given Aviva already operated its own shareholder dealing service, allowing sales at market value;
- Litani’s offer was aimed only at smaller shareholders, yet the request would result in the personal details of the holders of the vast majority of the shares, with no benefit to them; and
- Litani’s corporate structure and operations lacked transparency, including its incorporation in Delaware.
The High Court’s Decision
The High Court dismissed Aviva’s application and ordered that access to the register be granted.
The court accepted that Litani’s purpose was commercial but made clear that this alone does not render a request improper. To justify refusal, the company must show that the purpose is genuinely exploitative, abusive or unscrupulous.
Importantly, the court found no evidence that Litani’s proposed conduct crossed that line. Although the court accepted that Litani’s proposed offer could be commercially disadvantageous to some shareholders when compared with alternatives such as Aviva’s own dealing service, this alone was not enough to render the purpose improper.
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Key Takeaways for Companies
The decision highlights several important points for companies and their boards.
Commercial Motives Are Not Improper by Default
A request to inspect the register can be for a purely commercial purpose and still be lawful. Marketing, shareholder approaches and takeover-related activity may all qualify as proper purposes.
High Threshold for Refusal
The court will only refuse access where there is clear evidence of exploitative or unscrupulous conduct. A general concern about shareholder welfare is unlikely to be enough.
Existing Shareholder Services Are Not Decisive
The availability of alternative routes for shareholders (such as a company-run dealing service) does not, by itself, justify blocking third-party approaches.
Transparency Concerns Must Be Substantiated
Allegations about the requester’s structure or jurisdiction will carry little weight without concrete evidence of misuse or bad faith.
Practical Implications
For companies, the message is clear – applications under section 117 should be approached with caution. An unsuccessful application can be costly and may draw unwanted attention to the company’s shareholder base.
For investors and acquirers, the case confirms that lawful access to share registers remains a powerful tool. That is, provided requests are carefully framed and comply with statutory requirements.
Final Thoughts
Aviva plc v Litani LLC reinforces the courts’ reluctance to interfere with statutory rights of access, even where companies have genuine concerns about shareholder outcomes. The focus remains firmly on whether the purpose is improper — not merely inconvenient or unwelcome.
If your business is facing a request to inspect its register of members, or if you are considering making such a request, early legal advice is essential to understand the risks and options available.